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EXHIBIT 8.2
[ANDREWS & KURTH L.L.P. LETTERHEAD]
Supplemental Tax Opinion
September 25, 2000
First Horizon Asset Securities Inc.
4000 Horizon Way
Irving, Texas 75063
Re: First Horizon Asset Securities Inc.
Mortgage Pass-Through Certificates,
Series 2000-H
Ladies and Gentlemen:
We have acted as counsel to First Horizon Asset Securities Inc., a
Delaware corporation (the "Company"), in connection with the issuance and sale
by the Company of (a) its Mortgage Pass-Through Certificates, Series 2000-H,
Class I-A, Class I-A-R, Class II-A, Class III-A, Class IV-A, Class V-A, Class I-
B-1, Class II-B-1, Class III-B-1, Class IV-B-1, Class V-B-1, Class I-B-2, Class
II-B-2, Class III-B-2, Class IV-B-2, Class V-B-2 and Class D-B-3 (the "Publicly-
Offered Certificates"), to First Tennessee Bank National Association (the
"Underwriter"), pursuant to an Underwriting Agreement to be dated September 26,
2000, as supplemented by a terms agreement thereto to be dated as of September
26, 2000, each by and between the Company and the Underwriter, and (b) its
Mortgage Pass-Through Certificates, Series 2000-H, Class D-B-4, Class D-B-5 and
Class D-B-6 (the "Privately-Offered Certificates"), to First Tennessee Bank
National Association (the "Initial Purchaser"), pursuant to a Purchase Agreement
dated September 26, 2000, as supplemented by a terms agreement thereto dated as
of September 26, 2000, each by and between the Company and the Initial
Purchaser. The Publicly-Offered Certificates and the Privately-Offered
Certificates are referred to herein collectively as the "Certificates." The
Certificates will be created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 2000 (the "Pooling and Servicing Agreement") by and among the
Company, as Depositor, First Tennessee Bank National Association, as Seller,
First Horizon Home Loan Corporation, as Master Servicer, The Huntington Mortgage
Company, as Servicer, and The Bank of New York, as Trustee, and the Certificates
will evidence the entire beneficial ownership interest in a trust fund (the
"Trust Fund"), the assets of which will consist primarily of first lien, one-to-
four family residential mortgage loans.
The Publicly-Offered Certificates have been registered by means of a
Registration Statement of the Company on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), under File No. 333-74467 which
Registration Statement was declared effective by the Securities and Exchange
Commission on January 26, 2000 (such Registration Statement, as amended to the
date hereof, herein
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First Horizon Asset Securities Inc.
September 25, 2000
called the "Registration Statement"). We have participated in the preparation of
the Registration Statement with respect to the Publicly-Offered Certificates and
the Prospectus dated July 20, 2000 (the "Base Prospectus") and the related
Prospectus Supplement to be dated September 26, 2000 (the "Prospectus
Supplement"), which Prospectus and Prospectus Supplement will be filed by the
Company with the Securities and Exchange Commission (the "Commission") pursuant
to Rule 424 under the Securities Act (the Base Prospectus and the Prospectus
Supplement, collectively, the "Prospectus").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the
Registration Statement, the Prospectus and of such other instruments and
documents as we have deemed necessary to review as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies,
and the authenticity of the originals of such documents submitted as copies.
Based upon the foregoing and in reliance thereon, we are of the
opinion that:
Assuming (1) an election will be properly made to treat the assets of
the Trust Fund as a "real estate mortgage investment conduit" (REMIC)
for Federal income tax purposes, (2) compliance with all provisions of
the Pooling and Servicing Agreement, and (3) continuing compliance
with the applicable provisions of the Code as it may be amended from
time to time and any applicable Treasury regulations adopted
thereunder, the Trust Fund will qualify as a REMIC within the meaning
of Section 860D of the Code, each of the Certificates, other than the
Class I-A-R Certificates, issued pursuant to the Pooling and Servicing
Agreement will represent a "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code and the Class I-A-R
Certificates will represent the sole "residual interest" in a REMIC,
respectively, within the meaning of Section 860G(a)(2) of the Code.
Our opinion is based upon our interpretations of current law,
including court authority and existing Final and Temporary Regulations, which
are subject to change both prospectively and retroactively, and upon the facts
and assumptions discussed herein. This opinion letter is limited to the matters
set forth herein, and no opinion is intended to be implied or may be inferred
beyond that expressly stated herein. Our opinion is rendered as of the date
hereof and we assume no obligation to update or supplement this opinion or any
matter related to this opinion to reflect any change of fact, circumstances, or
law after the date hereof. In addition, our opinion is based on the assumption
that the matters addressed therein will be properly presented to the applicable
court. We must note that our opinion represents merely our best legal judgment
on the matter presented and that others may disagree with our conclusion. Our
opinion is not binding on the Internal Revenue Service or any court and there
can be no assurance that the Internal Revenue Service will not take a contrary
position or that a court would agree with our opinion if litigated. In the event
any one of the statements, representations or assumptions we have relied upon to
issue this opinion is incorrect, our opinion might be adversely affected and may
not be relied upon.
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First Horizon Asset Securities Inc.
September 25, 2000
We consent to the use and incorporation by reference of this opinion
in the Registration Statement. In giving such consent we do not imply or admit
that we are within the category of persons whose consent is required under
Section 7 of the 1933 Act or the rules and regulations of the Commission
thereunder.
We express no opinion as to the laws of any jurisdiction other than
the laws of the United States.
Respectfully submitted,
ANDREWS & KURTH L.L.P.
